Sumisho Air Lease starts up to $1.5B 2031 note exchange

Rhea-AI Filing Summary

Sumisho Air Lease Corporation (AL) commenced an exchange offer for up to $800 million of 4.400% Senior Notes due 2028, $1.20 billion of 4.500% Senior Notes due 2029, $1.50 billion of 4.850% Senior Notes due 2031, and $500 million of 5.500% Senior Notes due 2036, in exchange for equal principal amounts of the applicable outstanding series.

The Exchange Notes have substantially identical terms, except that transfer restrictions, restrictive legends, registration rights and additional interest provisions applicable to the outstanding notes will not apply. The exchange is intended to fulfill obligations under the registration rights agreement, and the company will receive no proceeds. The offer expires at 5:00 p.m. New York City time on December 1, 2026, unless extended; settlement will occur promptly following expiration.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2028 notes exchange amount: Up to $800 million 2029 notes exchange amount: Up to $1.20 billion 2031 notes exchange amount: Up to $1.50 billion +2 more

5 metrics

2028 notes exchange amount Up to $800 million 4.400% Senior Notes due 2028

2029 notes exchange amount Up to $1.20 billion 4.500% Senior Notes due 2029

2031 notes exchange amount Up to $1.50 billion 4.850% Senior Notes due 2031

2036 notes exchange amount Up to $500 million 5.500% Senior Notes due 2036

Exchange Offer expiration 5:00 p.m. New York City time on December 1, 2026 Unless extended

Key Terms

aggregate principal amount, registration rights agreement, restrictive legends, additional interest provisions, +1 more

5 terms

aggregate principal amount financial

"up to $800 million aggregate principal amount of new"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

registration rights agreement regulatory

"obligations under the registration rights agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

restrictive legends regulatory

"transfer restrictions, restrictive legends, registration rights"

additional interest provisions financial

"registration rights and additional interest provisions"

Expiration Time financial

"such date and time, as may be extended, the Expiration Time"

Expiration time is the specific moment when a financial contract, option, future, warrant or a standing order stops being valid and its rights or obligations end. It matters to investors because it sets the final deadline to exercise rights, close positions or have an order executed; like a concert ticket that becomes worthless after the show, missing that moment can erase potential gains or create unexpected losses.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What principal amounts of notes is AL offering in its exchange?

AL is offering up to $800 million of 4.400% notes due 2028, $1.20 billion of 4.500% notes due 2029, $1.50 billion of 4.850% notes due 2031, and $500 million of 5.500% notes due 2036. Each series is exchangeable for a like principal amount of the applicable outstanding series.

When does AL's exchange offer expire?

The Exchange Offer expires at 5:00 p.m. New York City time on December 1, 2026, unless extended. Settlement will occur promptly following the Expiration Time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/30/2026 - 09:15 AM EDT Accepted by SEC EDGAR 10/30/2026 - 09:14 AM EDT Learn about SEC filing dates

SUMISHO AIR LEASE CORP false 0001487712 0001487712 2026-10-30 2026-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

October 30, 2026

Date of Report

(Date of earliest event reported)

SUMISHO AIR LEASE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-35121		27-1840403
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2000 Avenue of the Stars, Suite 1000N
Los Angeles, California		90067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 553-0555

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On October 30, 2026, Sumisho Air Lease Corporation (the “Company”) issued a press release announcing that it has commenced an offer to exchange (the “Exchange Offer”) any and all of its $800,000,000 in aggregate principal amount of outstanding 4.400% Senior Notes due 2028 (the “Outstanding 2028 Notes”), $1,200,000,000 in aggregate principal amount of outstanding 4.500% Senior Notes due 2029 (the “Outstanding 2029 Notes”), $1,500,000,000 in aggregate principal amount of outstanding 4.850% Senior Notes due 2031 (the “Outstanding 2031 Notes”) and $500,000,000 in aggregate principal amount of outstanding 5.500% Senior Notes due 2036 (the “Outstanding 2036 Notes” and, together with the Outstanding 2028 Notes, the Outstanding 2029 Notes and the Outstanding 2031 Notes, the “Outstanding Notes”) for an equal principal amount of the applicable series of its registered 4.400% Senior Notes due 2028 (the “2028 Exchange Notes”), 4.500% Senior Notes due 2029 (the “2029 Exchange Notes”), 4.850% Senior Notes due 2031 (the “2031 Exchange Notes”) and 5.500% Senior Notes due 2036 (the “2036 Exchange Notes” and, together with the 2028 Exchange Notes, the 2029 Exchange Notes and the 2031 Exchange Notes, the “Exchange Notes”). The Exchange Offer will expire at 5:00 p.m., New York City time, on December 1, 2026, unless extended.

The terms of the Exchange Notes are substantially identical to those of the applicable series of the Outstanding Notes, except that the transfer restrictions, restrictive legends, registration rights and additional interest provisions relating to the Outstanding Notes do not apply to the Exchange Notes. The purpose of the Exchange Offer is to fulfill the Company’s obligations under the registration rights agreement entered into in connection with the issuance of the Outstanding Notes. The Company will not receive any proceeds from the Exchange Offer.

The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1		Press release dated October 30, 2026
Exhibit 104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						SUMISHO AIR LEASE CORPORATION
Date: October 30, 2026						/s/ Sabrina Lemmens
						Sabrina Lemmens
						Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

DATE: October 30, 2026

Sumisho Air Lease Commences Registered Exchange Offer for its 4.400% Senior Notes due 2028, 4.500% Senior Notes due 2029, 4.850% Senior Notes due 2031 and 5.500% Senior Notes due 2036

LOS ANGELES, California, October 30, 2026 – Sumisho Air Lease Corporation (“Sumisho Air Lease”) announced today that it has commenced an offer to exchange up to $800 million aggregate principal amount of new 4.400% Senior Notes due 2028, $1.20 billion aggregate principal amount of new 4.500% Senior Notes due 2029, $1.50 billion aggregate principal amount of new 4.850% Senior Notes due 2031 and $500 million aggregate principal amount of new 5.500% Senior Notes due 2036 (collectively, the “Exchange Notes”) for a like principal amount of the applicable series of outstanding 4.400% Senior Notes due 2028, 4.500% Senior Notes due 2029, 4.850% Senior Notes due 2031 and 5.500% Senior Notes due 2036 (collectively, the “Outstanding Notes” and, such offer, the “Exchange Offer”).

The terms of the Exchange Notes are substantially identical to those of the applicable series of the Outstanding Notes, except that the Exchange Notes have been registered under the Securities Act of 1933, as amended, and the transfer restrictions, restrictive legends, registration rights and additional interest provisions relating to the Outstanding Notes will not apply to the Exchange Notes. The purpose of the Exchange Offer is to fulfill Sumisho Air Lease’s obligations under the registration rights agreement entered into in connection with the issuance of the Outstanding Notes. Sumisho Air Lease will not receive any proceeds from the Exchange Offer.

The Exchange Offer will expire at 5:00 p.m. New York City time on December 1, 2026, unless extended (such date and time, as may be extended, the “Expiration Time”). The settlement date for the Exchange Offer will occur promptly following the Expiration Time. The terms of the Exchange Offer and other information relating to Sumisho Air Lease and the Exchange Notes are set forth in a prospectus dated October 30, 2026, a copy of which has been filed with the Securities and Exchange Commission (“SEC”). Sumisho Air Lease has not authorized any person to provide information other than as set forth in the prospectus.

Copies of the prospectus and the transmittal letter governing the Exchange Offer can be obtained from the exchange agent, Computershare Trust Company, N.A., by calling (612) 448-7420, by writing via regular or certified mail, or overnight courier, to Computershare, Attn: Biddel Tekeste, 1505 Energy Park Drive, St. Paul, MN 55108, or by emailing biddel.tekeste@computershare.com.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely pursuant to the prospectus dated October 30, 2026, including any supplements thereto, and only to such persons and in such jurisdictions as are permitted under applicable law.

About Sumisho Air Lease

Sumisho Air Lease Corporation is a leading global aircraft leasing company acquired by Sumitomo Corporation, SMBC Aviation Capital, and investment vehicles affiliated with Apollo and Brookfield in April 2026. The company is principally engaged in leasing liquid and new technology aircraft to airlines throughout the world. Sumisho Air Lease routinely posts information that may be important to investors in the “Investors” section of its website at www.sumisho.aero. Investors and potential investors are encouraged to consult Sumisho Air Lease’s website regularly for important information. The information contained on, or that may be accessed through, Sumisho Air Lease’s website is not incorporated by reference into, and is not a part of, this press release.

Media Contacts

Investor Relations

Jason Arnold

Vice President, Investor Relations

Phone: +1 310 553 0555

Email: investors@sumisho.aero

Media Relations

Ashley Arnold

Senior Manager, Media and Investor Relations

Phone: +1 310 553 0555

Email: press@sumisho.aero

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements appear in a number of places in this press release and include statements regarding, among other matters, the expected timing of the expiration and settlement of the Exchange Offer. Words such as “can,” “could,” “may,” “predicts,” “potential,” “will,” “projects,” “continuing,” “ongoing,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and “should,” and variations of these words and similar expressions, are used in many cases to identify these forward-looking statements. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and other factors that may cause our actual results, performance or achievements, or industry results to vary materially from our future results, performance or achievements, or those of our industry, expressed or implied in such forward-looking statements. Such factors include, among others: we have a significant amount of indebtedness, requiring a substantial portion of our cash flows to be dedicated to debt service payments, and we will require significant capital to satisfy our outstanding debt obligations as they come due; despite our substantial indebtedness levels, we may still be able to incur significantly more debt, which could exacerbate the risks associated with our substantial debt; changes in our cost of borrowing or interest rate increases may adversely affect our net income and our ability to compete in the marketplace; any negative changes in our credit ratings may limit our ability to obtain financing or increase our borrowing costs; our senior unsecured securities will be effectively subordinated to our secured debt to the extent of the value of the assets securing such indebtedness; the limited covenants applicable to our senior unsecured securities that may not provide protection against some events or developments that may affect our ability to repay such securities or the trading prices for such securities; we may be unable to generate sufficient returns on our aircraft investments which may have an adverse impact on our net income; failure to complete our planned aircraft sales could affect our net income and credit ratings may lead us to use alternative sources of liquidity; if our aircraft become obsolete or experience a decline in customer demand, our ability to lease and sell those aircraft and our results of operations may be negatively impacted and may result in impairment charges; potential conflicts of interest may arise from SMBC Aviation Capital Limited’s role as the exclusive servicer of our aircraft leased to non-U.S. airlines; after the merger, we no longer have an original equipment manufacturer orderbook, which may impact our ability to manage our aircraft portfolio and, if we are unable to obtain new and younger aircraft, it may increase our re-leasing risk and residual value risk; aircraft have limited economic useful lives and depreciate over time and we may be required to record an impairment charge or sell aircraft for a price less than its depreciated book value which may impact our financial results; we are dependent on the ability of our lessees to perform their payment and other obligations to us under our leases and their failure to do so may materially and adversely affect our financial results and cash flows; we may experience increased competition from other aircraft lessors which may impact our ability to execute our long-term strategy; our lessees may fail to adequately insure our aircraft or fulfill their indemnity obligations, or we may not be able to adequately insure our aircraft or insurers may not fulfill their policy obligations, which may result in increased costs and liabilities; other events affecting our business or the business of our lessees and aircraft manufacturers or their suppliers that are beyond our or their control, such as the threat or realization of epidemic diseases, natural disasters, terrorist attacks, war or armed hostilities between countries or non-state actors; and any additional factors discussed under “Part II — Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and other SEC filings, including future SEC filings. All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations. You are therefore cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not intend and undertake no obligation to update any forward-looking information to reflect actual results or events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 12.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.8 KB